FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2013 • Soligenix, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 20, 2013, between Soligenix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 24th, 2013 • Soligenix, Inc. • Pharmaceutical preparations • New York
The restrictions set forth herein shall not apply to: (a) if the undersigned is a natural person, any Transfers made by the undersigned (i) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (ii) by will or intestate succession upon the death of the undersigned; or (iii) any Transfer to an affiliate (as defined below) of the undersigned if the Transfers do not involve a public distribution or public offering and provided the transferee agrees in writing as a condition precedent to such Transfer to be bound by the terms hereof, (b) if the undersigned is a corporation, partnership, limited liability company or other business entity, any Transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such Transfer is not for value; (c)
COMMON STOCK PURCHASE WARRANT SOLIGENIX, INC.Common Stock Purchase Warrant • June 24th, 2013 • Soligenix, Inc. • Pharmaceutical preparations
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (as such date may be changed pursuant to Section 3 hereof, the “Termination Date”) but not thereafter, to subscribe for and purchase from Soligenix, Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT WARRANT SOLIGENIX, INC.Placement Agent Warrant • June 24th, 2013 • Soligenix, Inc. • Pharmaceutical preparations
This PLACEMENT AGENT WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 180th day immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued (the “Initial Exercise Date”) and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (as such date may be changed pursuant to Section 3 hereof, provided, however, such exercise period shall not exceed 5 years from the effective date of the Registration Statement, the “Termination Date”) but not thereafter, to subscribe for and purchase from Soligenix, Inc., a Delaware corporation (the “Company”), up to Three Hundred Thirty Six Thousand Eight-One (336,081) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.
